General terms of trading with HEISO GmbH

1. Field of application
These general terms of trading are exclusively valid for the business relations between the company HEISO Ltd. and its clients. HEISO Ltd. does not recognise any conditions to the contrary or which deviate from these terms and conditions, and herewith contadicts them explicitly. Customer terms of trading running contrary to this are only valid with explicit written approval from the company HEISO Ltd. Our general terms of trading are only valid if the buyer is an operator as per section 14 of the German Civil Code.

2. Delivery
All facts beyond the seller's sphere of control release him from the obligation to deliver for the duration of the hindrance or, if he so chooses, permanently, without the buyer having claims against the seller due to the withdrawal. The same applies to strikes and lockouts.
If acceptance of partial deliveries has been agreed within a certain period of time, an approximate, even distribution of the delivery is a condition. If the call is not made within one year at the latest, the seller's obligation to deliver expires. However, the buyer remains obliged to accept the goods at the seller's request. The seller's right to compensation remains unaffected.

3. Prices and shipping costs
Our prices are given in euros and do not include statutory sales tax. Shipping costs are dependent upon the quantity of goods ordered and upon the method of shipping, and will be clearly communicated to the client before confirmation of an order is made.

4. Payment/Solvency
The client is obliged to pay for goods within 30 days of receipt. After this deadline has elapsed, the client shall be understood as having defaulted on payment.

Payments are net, without the offer of a discount or other deductions, unless another mode of payment is expressly agreed in writing. If payment terms are not met, interest will be charged at the rate of 8 percentage points above the applicable base rate, according to section 288 paragraph 2 of the German Civil Code, as agreed.

5. Reservation of proprietary rights
We reserve the rights to goods until full payment of all outstanding monies from an ongoing business relationship.

The client is obliged to handle goods with care.

The client is obliged to inform us immediately of third party access to goods, for instance in the case of seizure, and of any damage to or destruction of goods. The client shall give immediate notice of any change in ownership of the merchandise as well as of any change of residence.

In the case of breach of contract by the client, especially in the case of default on payment, we are entitled to withdraw the contract and reclaim the goods.

The client is obliged to adhere to the ordinary course of business when selling goods on. The client shall assign to us all amounts receivable, amounting to the invoice that he receives through resale to a third party. We shall take on the assignment. After the assignment, the customer the customer is entitled to collect the amount receivable. We reserve the right to collect the debt itself if the customer does not meet his payment obligations and defaults on payment.

6. Complaints
Complaints will only be considered if they are made in writing within eight days after the receipt of goods. Defects in part of a delivery may not be extended to a complaint regarding the whole consignment.

7. Return of goods for reasons of goodwill
In the event that we take back non-defective merchandise in a gesture of goodwill, the latter may, if the goods are undamaged and the packaging in good condition, be credited with 75% of the bill. For custom-made products, if the goods being returned are free of defects, a special agreement must be reached.

8. International business
The export of our products by a third party is prohibited due to reasons of patent and trademark law and in view of our commitment abroad.

9. Final provisions
Our registered office is the place of performance and exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office.

Should individual provisions of the contract with the customer, including these terms and conditions, be or become totally or partly ineffective, the validity of the remaining provisions shall not be affected. The whole or partly ineffective regulation shall be replaced by a regulation that comes closest to the economic outcome of the invalid one.